Spectacular SpiderMan Season 3
by Dennis Fielder
Summary: Shortly after the fight with the Goblin, Peter discovers a clone of himself as his secret becomes endangered not just to his latest enemy, but also to his own loved ones.
1. Send in the Clones

**Spectacular Spider-Man**

**Season 3**

Episode 1: Send in the Clones

(It opens at Midtown High as Peter looks sadly at Gwen and Harry talking as Mary Jane walks up.)

**Mary Jane:** You alright, Tiger?  
**Peter:** It's just that... Well... With Harry's baggage, I don't feel right trying to get Gwen to be with me, but... Oh man, I have the worst luck in the world. (Thinking) First, my best friend's dad dies, and he blames me, also, Gwen has to stay with him because she's afraid he'll go after the green if they break up, and what if that leads to him becoming the Green Goblin for real?  
**Mary Jane:** It'll be okay.  
**Peter:** Thanks.

(Peter walks off as Mary Jane looks on.)

**Mary Jane (Thinking):** I wish he could tell me what he was thinking.

(Cut to Spider-Man webbing around the city.)

**Spider-Man (thinking):** Maybe Spider-Man will have more luck than me.

[He suddenly see's a robbery.]

**Spider-Man:** Here we go.

(Spider-Man webs down and sees a man in red and yellow armor walk out.)

**Spider-Man:** Hey dude, the red and yellow armor look belongs to Tony Stark, and I'm pretty sure he'll sue.

(Suddenly, he gets punched away by the man.)

**Spider-Man:** Whoa! Okay, you're tough. I'll admit it.

(Cut to Miles Warren looking at blood samples of Peter Parker and Gwen Stacy as he notices something odd about Peter's DNA. Cut to the fight.)

**Spider-Man:** So, who do you work for? Tombstone? Silvermane? Doc Ock?  
**Robber:** I'd rather go to jail than squeal on my boss. I like breathing.  
**Spider-Man:** Oh great. Another mysterious crime lord. Like my head doesn't already hurt enough these days.

[Scene cuts to Miles Warren as he places Peters DNA in a cryotube.]

**Miles Warren:** Here we go.

(Cut to George arriving as Spider-Man's card falls on the ground, where several pieces of the armor lie below several beat up thugs.)

**George:** The kid's getting better.

(Cut to ESU as Peter arrives just as the bus does.)

**Gwen:** Peter, how'd you get here before me?  
**Peter:** I walked?

**Gwen:** How? You live farther than me.  
**Peter:** Um...I walked really fast?

**Gwen:** You know Peter, I didn't wanna say anything, but you've been acting really secretive ever since the field trip last year.  
**Peter:** Oh. That's just the... Bugle.  
**Gwen:** You didn't start working there until three weeks into junior year.  
**Peter:** Uh well-

(Gwen and Peter walk in and find Miles Warren standing there.)

**Miles Warren:** Aw, Mr. Parker. How are you?  
**Peter:** Um... Okay. (Thinking) What's he up to? I'd bet my webs he forced the Connors away.  
**Miles Warren:** I'm going to be working on my research, so you can just take a look around and leave when you want.  
**Peter:** ... Okay.

(Peter and Gwen walk around.)

**Gwen:** That guy gives me the creeps.  
**Peter:** Yeah. He makes Harry's dad look like my dad.  
**Gwen:** Yeah.

(Peter puts his hand on a table when his Spider-Sense tingles, and he quickly turns around as a door appears.)

**Peter:** Well that's not normal.

**Gwen:** Peter, you alright?  
**Peter:** Not really, there's something going on here.  
**Gwen:** What?  
**Peter:** I'm not really sure.

(Peter goes to the door and opens it up to find a stairway.)

**Peter:** Well this is a Scooby-Doo moment.  
**Gwen:** Yeah. All we need is MJ, Harry, and a talking dog.  
**Peter:** Would you settle for those spiders Dr. and Mrs. Connors made?  
**Gwen:** Funny.

(They go down the stairway and find a cryogenic tube.)

**Gwen:** What's in there?  
**Peter:** Let's see.

(Peter wipes at the glass and discovers what looks like his sleeping face.)

**Peter:** It's... Me?

**Gwen:** What? Why would Professor Warren clone you?  
**Peter (Thinking):** Does he know I'm Spider-Man? If he does, then maybe he's working for someone to make their own Spider-Man, I've gotta stop him, but I can't just kill him. Let me see.

(Peter goes over and sees a light that reads "Specimen ready." Peter pushes a button, and the capsule opens as the clone, with shorts, falls out.)

**Clone:** Oh, that hurt. Huh? Gwen, what are you-? Another Peter Parker? What's going on?  
**Peter:** Easy buddy.  
**Gwen:** You know who we both are?  
**Clone:** Of course Gwen. Everything goes blurry after the- I mean, after Harry's dad died.  
**Peter:** Buddy, you're a clone or something.  
**Clone:** Oh no. That-that's...  
**Peter:** Easy buddy. Look Gwen, the only way this is gonna make sense is if I show you something.

(Peter pulls off his shirt and pants to reveal his Spider outfit, and he crawls up the wall.)

**Peter:** I'm Spider-Man.  
**Gwen:** You're-? But... How did...?  
**Peter:** The field trip. I was bitten by the missing spider.

**Gwen:** What?

**Clone:** Oh, this is heavy. What'll Aunt May say when another Peter Parker walks in the front door?  
**Peter:** Oh, didn't think of that.  
**Gwen:** So, you got bit by one of Dr. Connors' spiders, and you got all these powers. When did you start going superhero?  
**Peter:** After Uncle Ben died.  
**Clone:** Yeah.

(Cut to Uncle Ben and Peter in the car.)

**Uncle Ben:** With great power comes great responsibility.

(Cut to the present.)

**Gwen:** Wow. This is... This is amazing. No wonder you got so good at sports or manage to dodge most of Flash's pranks now.  
**Peter:** Yup. Now buddy, let's get you some clothes. What do you wanna be called by the way?  
**Clone:** Well... How about Ben Reilly.  
**Gwen:** Why Reilly?  
**Ben:** It's Aunt May's maiden name.  
**Gwen:** Oh.  
**Peter:** Alright, we'll just sneak out and hope Warren doesn't notice.  
**Ben:** You do realize you just jinxed us, right?  
**Peter:** Come on. What can one guy do against the Spectacular Spider-Men and Gwen Stacy?

(Cut to Miles Warren's lab as he looks at synthesized jackal DNA he made.)

**Miles Warren:** One injection, and I'll get credit for all of Connors' research, and I'll make a mint when I sell the clone on the black market.

To Be Continued…


	2. Enter the Jackal

**Spectacular Spider-Man**

**Season 3**

Episode 2: Enter the Jackal

(It opens as Peter, Ben, wearing a two sizes too big gray hoodie and jeans, and Gwen sneak out of ESU as they walk to Peter's house.)

**Peter:** Oh, how am I gonna break it to Aunt May that I've been lying to her since the field trip?  
**Ben:** Say hello to the 9pm curfew again.  
**Gwen:** I'm sure Mrs. Parker will understand. I'm pretty okay with it.

(Cut to Warren's lab as he injects himself, and he groans as his skin turns green and becomes fury.)

**Miles Warren:** Yes... Yes...!

[Miles Warren laughs evilly. Scene cuts back to Ben, who looks behind him, as if he had heard the laugh.]

**Peter:** Ben? What's wrong?  
**Ben:** I...I'm not sure.

**Peter:** Spider-Sense tingle?  
**Ben:** I don't know. It didn't feel like a tingle, more like a shiver up my spine.  
**Gwen:** Oh shoot. I promised to see Harry after work. Good luck with your aunt you two.  
**Ben:** Mm.

(Cut to Aunt May's house as Peter walks in with Ben.)

**Peter:** Aunt May? Aunt May?  
**Aunt May:** What Peter...? I must need new glasses.  
**Peter:** Actually you don't. Aunt May, I need to tell you something. You remember how I got bit by that spider during the field trip?  
**Aunt May:** Yes.  
**Peter:** I'm... I'm... I'm Spider-Man.  
**Aunt May:** ... Well it's about time you told me, Young Man.  
**Peter:** ... You knew?  
**Aunt May:** I knew ever since you took those pictures of Spider-Man. No offense dear, but those pictures were a bit too well positioned.  
**Peter:** Okay... Wait, but Ned Lee at the Bugle asked if you were-  
**Aunt May:** I did practice in amateur dramatics in High School. So, who's this boy?  
**Peter:** My... Clone.  
**Aunt May:** Oh dear. Do you have a name yet?  
**Ben:** Um... Ben Reilly.

[Aunt May becomes shocked.]

**Aunt May:** Ben Reilly.

**Ben:** Yeah. After Uncle Ben and... Well... You.  
**Aunt May:** Well, I guess I can say I had a brother who had a son and just got orphaned.  
**Ben:** Thanks Aunt May. Also, would you mind if I did something with my hair?

**Aunt May:** Fine by me.

**Ben:** Cool.

(Cut to school the next day as Ben arrives in a red shirt and gray jeans with blond hair that's cut fairly short. Mary Jane notices him.]

**Mary Jane:** Who's that?

**Peter:** My cousin Ben Reilly.  
**Ben:** Hey.  
**Sally: **Oh my god! The geek squad is multiplyin'! Hold me Rand!

**Ben (Pointing to Sally):** Who's that?

**Peter:** Sally. Remember.  
**Ben:** Oh right.  
**Liz:** Hello Ben. I'm Liz Allen.  
**Ben:** Uh... Hi.  
**Liz:** Would you like me to show you around?  
**Ben:** Actually... Peter was going to do it, and I think it'd be awkward for me to go on the tour with you. (Thinking) Especially since I remember when you and me-Peter went out.  
**Sally:** He turned down Liz? It's supposed ta be the other way around! Nothing makes sense anymore!  
**Ben: **Oh, ears.

**Peter:** We gotta go.

[Peter grabs Ben and the two walk away, quickly.]

**Peter:** You gotta watch what you say here!  
**Ben:** I know.

**Mary Jane:** So how are you related to Peter?

[Peter and Ben turn around and see Mary Jane behind them.]

**Ben:** Oh, well I'm his half brother.  
**Mary Jane:** Half brother?  
**Peter:** Yes, he's my half brother.  
**Ben:** Yeah, after Pete's mom and my dad split he remarried and had me.  
**Mary Jane:** I see. Cause, it's funny that Peter never mentioned this to anyone.

**Peter:** Uh... We just met. His dad and his step-mom just died.  
**Harry:** Uh... Didn't you just say he was your cousin?  
**Peter:** Uh... Well...  
**George:** Kinda embarrassed about knowing your mom was with someone before your dad?  
**Peter (quickly):** Yeah!  
**Harry:** Wow. Your family's more messed up than mine. No offense.  
**Peter:** None taken.

(Cut to George's class as Ben sits next to Gwen and Peter.)

**George:** Alright, we're going to pull names for another ride along due to popular request.

(A lot of people cheer.)

**George:** Now, everyone write their name and put it in the hat.

(Peter pulls out a piece of paper.)

**Peter:** Mary Jane.  
**Harry:** Ooh cool. Gwen.  
**Ben (thinking): **Not Sally. Not Sally. Not Sally. (Out loud and disappointed) Sally.

**Sally:** Alright.

(Cut to the house as Ben walks into Captain Stacy's car, and Peter and Mary Jane go into another one. Cut to Ben and Sally.)

**Ben:** So... This is awkward.

**Sally:** Look we're here now so let's do what we need to do and be done with it, deal?  
**Ben:** Deal.

**Sally:** By the way, is that natural?  
**Ben:** What?  
**Sally:** You're hair.  
**Ben:** No. I just like how it looks.

(Cut to Jackal attacking a bank.)

**Jackal:** I am the Jackal, and I want Spider-Man!

[Scene cuts to a news anchor.]

**News-anchor:** This just in...

(The Jackal appears.)

**Jackal:** I want Spider-Man! We have a lot to talk about.

(Cut to the police cars as the ones holding Peter and Ben drive up.)

**Peter:** Oh boy. This doesn't look good.  
**Mary Jane:** Peter, don't you want to get pictures for the Bugle?  
**Peter:** Oh yeah. Sure.

(Peter goes behind a van.)

**Ben (thinking):** I've gotta help, but how? (Out loud) I've gotta use the bathroom Cap. See you in a bit.  
**George:** Right.

(Cut to a store as Ben buys a ski mask, goggles, and a vest with a spider on the back. Cut to Spider-Man arriving.)

**Spider-Man:** Alright Jackal, what do you want?

**Jackal:** I want to know how it feels to be a thief.  
**Spider-Man:** What?  
**Jackal:** Don't play dumb, you know exactly what I mean!

**Spider-Man:** Uh... No I don't. I haven't taken anything from you.  
**Jackal: **Oh, didn't you?

(Ben suddenly appears in his make-shift Spider outfit.)

**Ben:** Need a hand?  
**Spider-Man:** Who are you?  
**Ben:** Let's just say we're very closely related.  
**Spider-Man:** Oh... Nice to see you.  
**Jackal:** Ah, my property.  
**Ben:** Property? What do you-?  
**Spider-Man:** Oh man. You can't be... Professor Warren?

**Jackal:** Yes.

**Spider-Man & Ben:** Eww...!

(Jackal jumps at the two, but they leap out of the way as Mary Jane and Sally watch from the windows.)

**Sally:** Hey, where's Parker? Shouldn't he be taking pictures or something?  
**Mary Jane:** Oh, he's... hidden to... make sure he doesn't spoil the situation for them.

**Sally:** Do you really expect me to believe that?

**Mary Jane:** Yes.

(Cut to Spider-Man webbing Jackal to the wall as Ben tries to clear the room.)

**Ben:** Okay people, cops and Friendly Neighborhood Spider-Men only.  
**Sally:** Hey, since when have there been two of 'em?  
**Ben:** Less talking more getting to safety blondie!

**Sally:** Blondie?

**Mary Jane:** You heard the man, move!

(Mary Jane pushes Sally away. Cut to the fight.)

**Spider-Man (thinking):** Oh man. If this is Warren, then he'll definitely know I'm Peter Parker. I've gotta knock him out somehow. He must have done what Doc Connors did to himself... Except he's able to retain his intelligence. (Out loud) Little help here Scandiferous Skier-Dude!  
**Ben:** Oh, that was mean.

(Ben jumps up and kicks Jackal down.)

**Ben:** Listen Dr. Warren, you need help.

**Jackal:** No, I need you!

[Jackal punches him away. Spider-Man wraps him up.]

**Spider-Man:** Not judging you, but that sentence was a little gay!

(Cut to George arriving.)

**George:** You said this was Doctor Miles Warren. Is that true?  
**Spider-Man:** Yup.  
**Jackal:** It is. Now let me free, so I can take back what's mine! That clone of Spider-Man's belongs to me.  
**George:** Sorry pal, but around here, living people belong to themselves.

(George cuffs Jackal as Harry and Gwen arrive with Gene Cleanser.)

**Harry:** We heard about Jackal on the police radio, and Gwen convinced our officer to go to ESU, so we could get this.

(George takes some and pours it in Jackal's mouth as he returns to normal.)

**Warren:** If I'm going to jail, I'm taking Spider-Man with me! He's-  
**George:** Not interested.  
**Warren:** But-  
**George:** Nope.  
**Warren:** Why won't you-  
**George:** Because you'd be putting his whole family in danger, it's premeditated genocide, and you really don't wanna know what that would be punishable by.  
**Warren:** Fine, but I will be back. You can't cage the Jackal forever.  
**Gwen:** By the way... Other Spider-Man... Try getting a new suit.  
**Ben: **Right. Thanks... Young Lady.

(Harry stares at Spider-Man angrily.)

**Spider-Man:** Look I-  
**Harry:** Just get out of here!

(Spider-Man webs off. Cut to Peter and Ben returning to Mary Jane and Sally.)

**Sally:** Where were you two?  
**Ben:** Bathroom.  
**Peter:** Taking pictures.  
**Sally:** Where were ya?

**Peter (Holding up his camera):** Taking pictures.

**Sally:** I know that, but where were ya? I was right in front of da building and-  
**Mary Jane:** I told her about how you found places to hide, but she didn't believe me.  
**Peter:** Oh... Well... It's true. (Thinking) Did MJ just cover for me? Does she know who I am?

**Ben:** Yeah, and I was there with him, but I had to use the bathroom. When I got back the fighting was over.

**Sally:** Oh. Okay.

(Cut to the Parker house as Ben grabs some thread to make a new Spider-Man look for himself when Aunt May comes in.)

**Aunt May:** Why don't you let me do that dear? I've had more experience in sewing.  
**Ben:** Sure. Thanks.

[Scene cuts to a montage of May and Ben working together. Ben tells her how he thinks it should look and May tries her best to try and make it.]

**Ben:** Thanks for your help, Aunt May. If I can call you that?

**Aunt May:** Of course dear.

(Cut to the night as Ben kicks down a mugger.)

**Mugger:** Who are you, kid?  
**Scarlet Spider:** The Scarlet Spider.

[Scene cuts to Warren in his prison cell.]

**Warren:** This isn't over yet, Peter. This was just the beginning!

TO BE CONTINUED...


	3. Mysterious Mysterio

**Spectacular Spider-Man**

**Season 3**

Episode 3: Mysterious Mysterio

(It opens as Mysterio attempts to rob a store when Spider-Man and Scarlet Spider web down and double kick him.)

Mysterio: No! You two shall not silence the great and powerful Mysterio!  
Scarlet Spider: Dude, you wear a fishbowl on your head. That equals wimpy and weird... And that was too over-dramatic.  
Spider-Man: Yeah. Can you say, "Count Olaf"?

Mysterio: This coming from the guy whose superhero name sounds feminine.  
Scarlet-Spider: What?  
Mysterio: Scarlet Spider? Come one it sounds like you want to be a woman. (Laughs to himself) The first cross dressing Superhero.  
Scarlet-Spider: Shut up!

(Scarlet Spider grabs Mysterio and punches him in the fish-bowl, breaking it.)

Mysterio: Ouch!  
Scarlet Spider: Who's a girl now?

(Cut to George arriving.)

George: Okay, give Beck a physical to make sure it's the real thing.  
Scarlet Spider: Does Scarlet Spider sound feminine?  
George: Uh... Hey I think Gwen's calling me. Hey kiddo.  
Scarlet Spider: The phone wasn't even vibrating!

George: Wow, that's weird. (Into phone) Yes, she thinks it's weird too.

[George walks off.]

Scarlet Spider: You don't think it sounds feminine, do you Spidey?  
Spider-Man: Oh, would you look at the time. We've gotta get home before we end up in trouble.  
Scarlet Spider: It's 8 in the afternoon.

(Cut to the house.)

Ben: Aunt May, you don't think "Scarlet Spider" sounds feminine, does it?  
Aunt May: Uh... Oh, did I mention I signed us up for that Adopt-a-Con program.  
Peter: Oh, Captain Stacy told us about that in class today. Sounds cool.  
Ben: Aunt May!  
Peter: Dude, give it up. I know Scarlet Spider's not the coolest, but it's better than the first name I thought of.  
Ben: What was that?  
Peter: The Human Spider.  
Ben: That sucks.  
Peter: I know.

[Peter looks at Aunt May.]

Peter: So, did they tell you what kind of Con we're going to get?

Aunt May: No actually.

(Cut to the next morning.)

Aunt May: Our guest will be here at five, so hurry back you two.  
Peter: Alright.

(Cut to Midtown High as Peter and Ben run up to Harry, Gwen, and Mary Jane.)

Peter: Hey guys. Hear about Spider-Man stopping Mysterio... Which you've got to admit is pretty routine by now.  
Harry: Yeah, I bet your friend the bug was super cool beating someone up.  
Gwen: Harry, not now.  
Harry: Hmph.  
Peter: That was awkward.  
Mary Jane: Hey Peter, there's a new play audition. You're doing it with me.  
Peter: What?  
Mary Jane: Come on, it'll be a great way to get outside of your box.  
Peter: Um... Uh...  
Ben: Go for it, bro.

Peter: Well...a...sure.  
Mary Jane: Great! I'll see you at the audition.  
Ben: Dude, she's totally into you.  
Peter: What? You're out of your mind.  
Ben: Am I?  
Peter: Yes.  
Ben: (Raising his voice) Am I?  
Peter: Yes. Keep your voice down.  
Ben: For a guy who has super senses you really are blind.

Peter: What?

(Cut to auditions as Mary Jane walks up.)

Mary Jane: Eh-hem. "You've been taking my dictation all this time and haven't gotten the message of my book? Live, that's the message. Life's a banquet, and most poor suckers are starving to death."

(Cut to Ben and Peter coming home.)

Ben (sing-song): You and MJ have a thing.  
Peter: Shut up!

(They enter the house.)

Peter: Hey Aunt May.  
Aunt May: Anna just called and said you auditioned for the play, Peter. That's wonderful. It's going to be a great way to meet new friends.  
Ben: Also, MJ has a thing for him.  
Peter: Ben, we're just friends.

Aunt May: Of course you are, dear. (Winks at Ben)

Peter: Hey, you winked! ... I've missed this.  
Ben: What, your live-in family ganging up on you?  
Peter: Pretty much.

(George arrives at the house.)

George: Mrs. Parker. Peter. Ben. I'd like to introduce you to your house guest for the next few days, Quentin Beck.

(Beck comes in.)

Beck: Salutations, good compatriots.  
Aunt May: ... You can just say hello Mr. Beck.  
Beck: Hello.  
Peter (thinking): Mysterio living in my house? This isn't going to be pleasant.  
George: Alright, while Beck is here, he has to learn a trade, and he can't leave this house.  
Aunt May: Right.  
George: By the way, good luck with auditions Peter.  
Peter: Thanks Captain Stacy.

(Cut to auditions as Liz arrives.)

Liz: "He's coming here, now? In the middle of the night? Oh my god, that moon's bright!"

(Cut to Spider-Man and Scarlet Spider swinging around.)

Spider-Man: Maybe I'm reading too much into this Beck thing. I mean, what can he do from our own house.  
Scarlet Spider: Beats me but-

(Spider-Man and Scarlet Spider's Spider-Sense tingles as Venom appears.)

Venom: Rah!

(Spider-Man and Scarlet Spider jump aside.)

Spider-Man: Eddie? No. The gene cleanser should have erased my DNA from the Symbiote, and Eddie's still in Ravencroft.  
Scarlet Spider: Not to mention he set off our Spider-Sense.  
Venom: Rah!  
Scarlet Spider: Plus Eddie has a larger vocabulary.

Venom: Rah!

(Spider-Man kicks it, and it's revealed to be a robot.)

Spider-Man: Okay, this was either Tinkerer or Beck.  
Spider-Man & Scarlet Spider: Beck.

[Scene cuts back to the Parker's residence as Aunt May bakes a pie.]

Aunt May: I always loved baking. It's a real soothing time for me. When baking something one always needs to be happy because then the food will taste great.

Beck: Why you're as passionate about this as I was about my career.

(Cut to Spider-Man peering in at the window.)

Spider-Man: Okay, Beck's still here, but that's nothing to go by.

Scarlett Spider: Maybe it's the color of my costume that makes everyone think I'm a girl.  
Spider-Man: Let it go, Ben!

(Cut to the front door as Peter and Ben walk in.)

Peter: Hey Mr. Beck. We just got some cool photos of Spider-Man and Scarlet Spider fighting some kind of Venom robot. (Thinking) Come on reaction. Come on... Reaction.

[Beck looks at Peter and Ben.]

Beck: A venom robot?

Peter: Yeah. Weird, isn't it? (Thinking) Oh... He's good.

Beck: It's very weird. You guys hungry?

Peter: Yeah. (Thinking) Maybe he didn't plan it. No actor's _that_ good.

Aunt May: Hope you guys are in the mood for Lobster.  
Ben: Lobster?

Peter: Cool! I haven't had that since... Well you know, Aunt May.  
Aunt May: Yeah.  
Ben: Oh god, what happened?  
Aunt May: Remember how I said the lobster was for a celebration?  
Peter: Yeah. Mom and Dad had just died, and you had decided to let me live here full time.  
Aunt May: I got a phone call while you were out Peter. You're in the play.

(Peter gapes.)

Peter: Seriously?

Aunt May: Yep.  
Peter: Woo-Hoo! I can't wait for you guys to see it.  
Beck: I can't. I'm under house arrest.  
Ben: That's okay, well be sure to record it for you.

Beck: Thank you. So what's the play?  
Peter: Auntie Mame... What part did I get?  
Aunt May: Lindsey. Would that be good?  
Peter: I'd say so. It's not too big, but it's not too small.  
Ben: Was it previously played by a blond woman and some bears?  
Beck: Ha! Nice.

(Cut to yesterday at auditions as Harry talks.)

Harry (southern accent): Why ma'am, when you're in oil, a stock market crash is someone else's noise. The oil just keeps coming up.

(Cut to the school as Peter arrives with Ben.)

Mary Jane: Peter! I just saw the cast list! Congrats on getting Lindsey!  
Peter: Congrats on getting Mame.

(Harry comes up in better spirits than before.)

Peter: Harry, how are you?  
Harry: Pretty good. That robot thing in the Bugle was kind of weird. If I didn't know he was at your house, I'd say it was that Mysterio guy.  
Peter: Me too. Anyway, did you get the part you wanted?  
Harry: Yup. Beauregard Jackson Pickett Burnside... That's one big name.

Ben: You're telling me. Try saying that ten times fast.

Sally: I can't believe it! I totally got the part!  
Peter (nervously): As who?  
Sally: This girl called um... Uh... Gloria Upson.

(Mary Jane smirks a little before hiding it.)

Ben: What play are you guys doing? I have no idea what it's called.

[Everyone looks at Ben.]

Mary Jane: Are you kidding?

Ben: I'm not much of a theater buff.  
Peter: Auntie Mame. It's about this girl from 1929 becoming the guardian of her nephew after her brother dies in the steam room.  
Ben: Oh my god! What happened?  
Peter: Beats me. You know, MJ?  
Mary Jane: Uh-uh.  
Harry: Maybe he just stayed in there too long.

(Gwen runs up.)

Gwen: Peter, MJ, Harry, congratulations you guys!

Peter: Thanks, Gwen  
Ben: How you doing, Gwen?

Gwen: Pretty good. How's Beck?  
Ben: Surprisingly nice.

Mary Jane: Maybe he's trying to get into heaven.  
Peter: What a weird way to pick on an ex con.

Mary Jane: Sorry. Freudian slip.  
Harry: Oh, and in case no one else saw, there's a read through right after school.  
Peter: Right.  
Ben (whispering): Don't worry Pete. I can handle Spider-duty while you have play-duty.

Peter: Don't let anyone give you crap about your name.  
Ben: I won't.

(Cut to rehearsal.)

Peter: Well, I suppose the new arrival means I'll be seeing even less of you, now?  
Mary Jane: More Lindsey. Much more.

Peter: So...

[Peter moves closer to Mary Jane.]

Peter: I have something I want to tell and I've wanted to say it for a long time now.  
Mary Jane: Well, it's...

[Suddenly the door to the auditorium open and everyone else walks in.]

Peter: I think you're a great actress.  
Mary Jane: Thank you. And uh... You're a good actor too.

[Mary Jane and Peter part ways.]

Peter (thinking): So close, so close!

Mary Jane (thinking): Oh man! First I like Liz's brother, and now I'm the rebound for the guy Gwen had a crush on, and I don't even mind.  
Teacher: Alright, let's start with the beginning. I'll read the opening bit...

"I Edwin Dennis, being of sound mind and body..."

(Cut to Scarlet Spider swinging around when Green Goblin arrives.)

Green Goblin: AHHAHAHAHAHAHAHA!  
Scarlet Spider: No way. I saw... I mean, Spidey saw, him die!

Green Goblin: Well, maybe your boyfriend should get his eyes checked!  
Scarlet Spider: Boyfriend?  
Green Goblin: Why would Spider-Man send a girl to take down a guy like me?

Scarlet Spider: I'M A GUY!

(Scarlet Spider punches the Goblin to reveal circuitry.)

Scarlet Spider: Oh, not another robot.

[Green Goblin laughs and punches Scarlet Spider.]

Green Goblin (Robotic voice): Your name sounds girlie, though!

Scarlet Spider: Shut up!

(Scarlet Spider webs Green Goblin up and smashes him.)

Scarlet Spider: Another robotic spider-villain. Maybe the Tinkerer?

[Scene cuts back to the rehearsal as Peter tries on his costume.]

Peter: I look like my grandpa.  
Mary Jane: Cool. Um... Tiger, after rehearsal, there's something I _need_ to tell you.

[Peter becomes red.]

Peter: Um...okay.

(Cut to yesterday as Flash reads.)

Flash: "Ah, Primary School, where they build a wall of dull encyclopedias around the id."

(Cut to an encyclopedia store as Scarlet Spider webs in.)

Scarlet Spider: Okay, Spider-Sense is going crazy which means a bad guy's right about-

(Mysterio attacks, but Scarlet Spider jumps out of the way.)

Scarlet Spider: Alright pal; are you a robot controlled by Tinkerer or Beck?  
Mysterio: I am an artist! How else could I have made such a perfect Green Goblin?  
Scarlet Spider: Beck?

(Scarlet Spider tosses a small pipe at his arm, and it clangs.)

Scarlet Spider: Nope.

Mysterio: You're a very persistent person, aren't you?

Scarlet Spider: And I've just proven you're a machine, so I can cut loose!

(Scarlet Spider kicks Mysterio in the stomach, and he smashes into a wall.)

Scarlet Spider: I'm getting really tired of all these robots.

Tinkerer: Well sorry, but that's how I fight.  
Scarlet Spider: Ah, dang it!

Tinkerer: I had you going there with Beck, didn't I?

Scarlet Spider: Trying to frame you're old pal?

Tinkerer: Far from it. I just wanted to show you how good I've gotten.

Scarlet Spider: Well, you passed, and I'm taking you in.

Tinkerer: Sorry, but I'm not going down without a fight!

Scarlet Spider: Ooh, I'm so scared.

Tinkerer: Well, you should!

[Tinkerer throws down a smoke bomb. When the smoke clears, robotic versions of Green Goblin, Dr. Octopus, Sandman, and Venom are standing there.)

Scarlet Spider: Oh... Shoot.

Tinkerer: Get him!

(Scarlet Spider tosses Venom into Dr. Octopus, blowing both of them up.)

Scarlet Spider: Two down!

Green Goblin: _The itsy-bitsy spider climbed up the water spout.  
Down came the Goblin, who took the Spider out.  
_  
(Scarlet Spider avoids a pumpkin bomb that blows up the Sandman robot.)

Tinkerer: Arghhh!

Scarlet Spider: And now baddie number 4!

(Scarlet Spider pulls off the last robot's head.)

Tinkerer: Well, that was an anticlimax.

Scarlet Spider: So's this.

(Scarlet Spider knocks Tinkerer out.)

Tinkerer: Oof!

(Cut to the rehearsal as it ends, and Mary Jane takes Peter aside.)

Mary Jane: Peter, there's something I need to say. I know you're Spider-Man.

Peter: What?

Mary Jane: Last summer, I was visiting Aunt Anna, and I accidentally saw you change into your Spider-Man outfit through the window. I've known who you were since before we met.

Peter: Why are you telling me this, Mary Jane?

Mary Jane: Because I... Well... Like you.  
Peter: Oh... Well... Um... Uh...

(Mary Jane kisses Peter on the mouth.)

Peter: Wow...that was...  
Mary Jane: I know.

[Mary Jane kisses him again.]

Peter: That was better the second time.

(They smile again and head home.)

TO BE CONTINUED...


	4. SpiderMan and Weapon X

**Spectacular Spider-Man**

**Season 3**

Episode 4: Spider-Man and Weapon X

(It opens at Ravencroft as Deadpool walk in, and he arrives at Electro's cell.)

**Deadpool:** Hey Maxie.  
**Electro:** THAT'S ELECTRO! ELECTRO!

**Deadpool:** Alright, geez.

(Deadpool breaks Electro out.)

**Deadpool:** Now to Canada!

**Electro:** What's in Canada?  
**Deadpool:** Dennis Fielder will show us.  
**Electro:** Who?  
**Deadpool:** Just follow me.

(Cut to Alkali Lake, which looks far more impressive as Stryker's been working on it after Apocalypse's defeat.)

**Electro:** What do you need me for?

**Stryker:** I want DNA samples of Spider-Man. If a clone can be made properly, then I want to know if I can clone something better.

**Electro:** Why should I do that for you?  
**Stryker:** Do that and I'll make you human again, after you deliver Spider-Man's DNA.  
**Electro:** Make me a human that still has my powers, and you've got a deal.  
**Stryker:** Alright.

(Cut to New York as Spider-Man and Scarlet Spider swing around.)

**Scarlet Spider:** I told you MJ had a thing for you.

**Spider-Man:** I know.  
**Scarlet Spider:** So, what are you guys going to do now?  
**Spider-Man:** Go out Saturday.  
**Scarlet Spider:** Woo-hoo!

(Electro suddenly attacks.)

**Spider-Man:** Aw, Fraggle Rock!

**Electro:** Hey, Spidey! Remember me?

**Spider-Man:** How could I forget, Maxie?  
**Electro:** That's ELECTRO!

(Electro fires Spider-Man's web.)

**Scarlet Spider:** Spidey!

**Spider-Man:** I'm fine, get him!

[Scarlett Spider kicks Electro.]

**Scarlet Spider:** Oh, foot!  
**Electro:** Alright, time to fry the Spectacular Spider-Schmucks!

[Electro fires a blast, hitting them both. Scarlett Spider and Spider-Man scream in anger.]

**Electro:** Alright, Spidey, you're coming with me. This Stryker guy's interested in ya.

(Electro puts his mask back on and carries Spider-Man away as Scarlet Spider recovers.)

**Scarlet Spider:** Stryker?

[Scarlet Spider rolls over and tries to get up, but he collapses and passes out. Scene cuts to the next morning as Scarlett Spider gets up.]

**Scarlett Spider:** Peter!

(Cut to Spider-Man in Weapon X as Thornton arrives.)

**Spider-Man:** Hey baldy. What's up? Need a hair transplant?

**Thornton:** Charming.

(Thornton walks off. Cut to the Mansion as Scarlet Spider arrives.)

**Scarlet Spider:** Hello? Is anyone here?

[Professor Xavier wheels forward. Behind him stand Jean, Logan and Cyclops.]

**Xavier:** Yes, we're here.  
**Scarlett Spider:** I need your help. A mutual enemy of ours has taken my friend and I need your help getting him back.  
**Cyclops:** Who took him?

**Scarlet Spider:** Electro, for this William Stryker guy.  
**Liger:** Ah, crap!  
**Kayla:** JIM!  
**Liger:** Sorry, Mom.  
**Scarlet Spider:** Ha-ha. Whipped.

**Xavier:** What could Stryker want with Spider-Man?

**Scarlet Spider:** Beats me, but you guys are the only ones I know who can help.

**Xavier:** We'll help you.

[Scene cuts to a retina scanner as Xavier's eye is scanned.]

**Cerebro:** Welcome Professor.

(Xavier goes in with Scarlet Spider, Wolverine, Emma Frost, Cyclops, and Jean.)

**Scarlet Spider:** Adibabana...

**Wolverine:** What?

**Emma:** I suppose Mr. Reilly isn't used to meeting someone like myself.  
**Liger:** Or it could be that you're barely wearing a shirt.

**Emma:** Are you mocking my uniform?  
**Liger:** Of course not. (Smile) But did you model it after a Vegas showgirl?

(Emma growls.)

**Wolverine:** Alright, easy, you two.

[Xavier goes to Cerebro and puts the helmet on. He closes his eyes and concentrates.]

**Xavier:** Nobody move.

[Scene cuts Xavier's POV. He see's Alkali Lake. Scene cuts inside to Stryker's base as Peter lays on an operating table. He's struggling and screaming.]

**Peter:** Let me go!

[Scene cuts back to Cerebro as Xavier pulls off his helmet.]

**Xavier:** Weapon X base.  
**Wolverine:** Looks like to get rid of that place, we'll have to flood it... Another day. X-Men, let's move!  
**X-23:** Can I go too?  
**Wolverine:** Finish your homework, squirt?  
**X-23 (pouting):** No.

**Xavier:** Laura, you're still not ready.

**X-23:** But I helped everybody else when we fought Apocalypse and how about stopping that Scottish guy that rewrote reality for a while?  
**Xavier:** Take it easy, young one.  
**Liger:** Tell you what, I will do anything you want when we get back.  
**X-23: **Will you take my turn watching the babies?  
**Liger:** ... Damn it.

[Scene cuts to the Blackbird taking off. Liger's arms are crossed around his chest.]

**Liger:** Why did I say I'd do anything?

**Scarlet Spider:** 'Cause you love your little sister?

[Liger eyes Scarlet Spider.]

**Liger:** Stay out of it, Scarlet Spider. What kind of name is that anyway? Your name sounds feminine.

**Scarlet Spider:** Hey, shut up!

**Liger:** Make me!  
**Kayla:** Enough, both of you. Am I going to have to separate you, like children?  
**Liger and Scarlet Spider:** No.

**Rogue:** Don't worry darling. I'm sure you guys can fight after we save Pete.  
**Liger:** Alright.  
**Gambit:** You know Mon frère; we spend a lot o' time blowing that lake up.

**Scarlet Spider:** Don't you get tired of doing the same old thing?

**Wolverine:** Gambit's exaggerating.  
**Nightcrawler:** Ja. We've only gone there a few times and very spread out.  
**Emma:** We're approaching Alkali Lake.  
**Beast:** This should be fun.  
**Iceman:** Can I go to the bathroom before going in?  
**Wolverine:** Puke on the ground, kid.

[The Blackbird lands. Iceman rushes out and pukes in the bushes.]

**Scarlet Spider:** Air sick?

**Shadowcat:** No, nerves.

(Cut to the Weapon X base as Spider-Man opens his eyes as he sees a small fury creature in a test tube.)

**Spider-Man:** What is that?

**Deadpool:** We're cloning Chewbacca for the Star Wars convention.  
**Spider-Man:** What?  
**Deadpool:** Just kidding.

**Spider-Man:** So, I guess asking what your diabolical plan is would be irrelevant, right?  
**Deadpool:** No wait. Here comes the villain monologue. It's my favorite part! Come on man, ask!

**Spider-Man:** What's your diabolical plan?

**Deadpool:** We took a blood sample from you and accelerated the spider DNA to make a mindless monster to hunt down mutants! Isn't that cool?  
**Spider-Man:** ... No...

**Deadpool:** Well, it's not cool now, but it's going to be!

**Spider-Man:** Oh, boy.

**Stryker:** Your DNA is the key to helping the humans even the odds with Mutants, Peter. You've done your country a great service.

**Spider-Man:** Peter? You mean the guy who-  
**Deadpool:** We took off your mask while you were conked out.

**Spider-Man:** What? You violated my personal space?  
**Deadpool:** Hey, be happy we didn't do things "to" you while you were asleep.

**Spider-Man:** Dude, you're nasty!  
**Deadpool:** Hey don't blame me! Blame Dennis Fielder and MiracleBoy5200!  
**Electro:** Yeah, yeah, now where are we in making me human again?  
**Thornton:** Calm yourself Mr. Dillon.  
**Electro:** That's Electro!

**Thorton:** We'll get to you soon.

(Cut to the Blackbird landing.)

**Wolverine:** Alright X-Men, let's get the Web-Head then get out.

**Scarlett Spider:** How're we going to do this?

**Wolverine:** Simple.

(Cyclops blows the doors down.)

**Scarlet Spider:** Holy snot!

[Multiple alarms go off and dozens of guards, guns drown, form a fire line.]

**Captain:** Freeze!

**Wolverine:** This is where the fun begins.

**Captain:** Fire!

[The guards open fire. Wolverine and Liger attack and destroy all their weapons. The guards quickly pull out their secondary weapons and attack. Scarlet Spider webs the weapons up and conks them on the head.)

**Wolverine:** Well done, web head.

**Scarlet Spider:** Thanks.

(Cut to inside as Deadpool appears.)

**Deadpool:** Hey everybody!  
**Wolverine, Cyclops, & Liger:** Aw hell.

**Deadpool:** Hey, don't be like that...

[Deadpool pulls out a sword with one hand and a machine gun with another.]

**Deadpool:** We have good times!

**Liger:** Oh man!  
**Deadpool:** Boo-yah, bitches!

[Deadpool fires his gun, shooting hysterically. It's as if he isn't even trying to hit anyone.]

**Deadpool:** There is no telling where we're going...  
**Scarlet Spider:** What the hell is he saying?  
**Liger:** That's just Deadpool being Deadpool.

(Liger cuts off Deadpool's head.)

**Deadpool:** Oh dude! That was so not cool!

**Liger:** Hey, Scarlet. Think fast!

[Liger kicks Deadpool's head to Scarlet Spider. Scarlet Spider doesn't make a move for it.]

**Scarlet Spider:** Your pretty sick, Liger.  
**Liger:** Oh, it's all in good fun.

**Deadpool:** Could you put my head back on?  
**Scarlet Spider:** Ew.

**Liger:** Let's keep moving.

(Cut to Spider-Man being tossed into a cell.)

**Spider-Man:** Dude, you really need a shave.  
**Sabertooth:** Grr...

(Deathstrike looks eager to cut his head off.)

**Deathstrike:** I want to cut out those little eyes of yours.

**Spider-Man:** Well that's not very ladylike of you.  
**Sabertooth: **So where's Deadpool?  
**Omega Red:** Dealing with the X-Men. Spidey's new partner must have brought them here.  
**Sabertooth:** Oh great. First time since Apocalypse bit the big one, and we send the blabber mouth.

**Omega Red:** Seems that way.

**Spider-Man:** Ha-ha.

[Scene cuts to the control room as Stryker watches the X-men through the security cameras. Stryker looks at the security guard.]

**Stryker:** Lockdown.  
**Security Guard:** Yes, sir.

**Stryker:** Time to make up for lost time. Logan, Jim.

**Liger:** Nice to see you again fancy face.

(Liger extends his claws, with Adamantium.)

**Stryker:** I take it you've mastered your Adamantium coating now?  
**Liger:** Every last bit of it.  
**Stryker:** Very good.

**Liger:** Now, seeing as how ya helped us before, I'll give ya a warning, give Spidey back.  
**Stryker:** Alright.  
**Liger:** Eh?

**Stryker:** I was pretty much done with him anyway.

[Stryker takes out a walkie talkie.]

**Stryker:** Victor, bring him up.  
**Sabertooth (Statically):** Understood.

(Spider-Man's brought out.)

**Stryker:** Also, I'd like to show you guys something else. (Into walkie-talkie) Release Man-Spider.  
**Rogue:** Man-What?  
**Iceman**: Aw... Crap.

[A giant man, with a spider face and six hairy human arms walks out.]

**Liger:** Okay, that's just sick and wrong on so many levels.

**Man-Spider:** RIAHH!

(Man-Spider webs up Spider-Man and pulls him to him.)

**Spider-Man:** Oh shoot. In fact...

(Spider-Man webs Man-Spider's eight eyes.)

**Man-Spider:** RIAHHHHH!  
**Iceman:** He does not look happy.

**Scarlet Spider:** Hey, fang-boy!  
**Liger:** Dude, what the hell are you doing?

**Scarlet Spider:** Getting his attention.

(Man-Spider rushes at Scarlet Spider when he's bound in a webbing cocoon.)

**Scarlet Spider:** Compact webbing.  
**Wolverine:** Not bad, kid.

[They web up Man Spider into an unbreakable cocoon.]

**Man Spider:** Riarrrr!

**Scarlet Spider:** We won.  
**Electro:** Still have to deal with me, Web-Heads!

(Electro attacks everyone. Jean tries to attack Electro mentally.]

**Jean:** I can't access his mind.

**Electro:** Now, it's time to fry all of you, so I can be a human again!  
**Liger:** Try this!

(Liger lunges at Electro but gets knocked back.)

**Everybody:** Ooh!

**Spider-Man:** That had to hurt.

**Electro:** You can't stop me!  
**Wolverine:** Alright.

(Wolverine stands with his back to Electro.)

**Wolverine:** Fry me if you have the beans.

**Electro:** All right!

[Electro fires at Wolverine. Cyclops counters as if he was expecting it and blasts Electro down.)

**Cyclops:** I can't believe he bought that.  
**Wolverine:** I know, right?

**Spider-Man:** Let's go home.

**Wolverine:** First things first.

(Wolverine sniffs Thornton and grabs the way to make Electro human and pours it in Electro's open mouth as the electricity recedes, and Jean mentally picks him up.)

**Liger:** What will you do with him?

**Wolverine:** Send him off with the Web Heads.

**Liger:** Cool.

The End.


	5. Return of the Symbiote

**Spectacular Spider-Man**

**Season 3**

Episode 5: Return of the Symbiote

(It opens as Scarlet Spider swings around grumbling.)

**Scarlet Spider:** I can't believe this. Not only am I lower than Petey on the social ladder at school thanks to his dating MJ, but everyone thinks I'm a girl.

(Mysterio suddenly appears.)

**Scarlet Spider:** Another Tinkerer robot?

(Mysterio attacks, but Scarlet Spider dodges and kicks him and feels flesh.)

**Scarlet Spider:** What the-?

(Scarlet Spider pulls off the helmet and finds Beck.)

**Scarlet Spider:** What the-?  
**Beck:** You know the phrase. You can't make a silk purse out of a sow's ear, missy?  
**Scarlet Spider:** MISSY?

(Mysterio takes the opportunity to kick Scarlet Spider into the sewer as he lands on top of black goo.)

**Scarlet Spider:** ... Ouch.

(Scarlet Spider gets up as the black goo keeps attached.)

**Scarlet Spider:** What the...?

[The black goop starts expanding. Scarlet Spider tries to get if off.]

**Scarlet Spider:** No! The suit! The suit it's...

(The Symbiote covers Scarlet Spider and he stares.)

**Black Spider:** Ah to hell with it.

(Black Spider webs up to Mysterio.)

**Black Spider:** Hey Ugly. Now where were we?

(Black Spider webs up Mysterio.)

**Mysterio:** Hey! Let me out of this.  
**Black Spider:** Alright, but first things first.

(Black Spider knocks out Mysterio.)

**Black Spider:** Peter's time in the sun is over!

(Black Spider webs off and returns to Aunt May's house as the suit recedes into his civvies.)

**Peter:** Ben! I just saw Beck's head fall off! Do you-?  
**Ben:** In jail where he belongs. No thanks to you.  
**Peter:** What? Come on, you volunteered to scout out the city this morning.  
**Ben:** Well while you were necking with MJ, I was risking my butt out there.  
**Peter:** What? Ben, what's going on?  
**Ben:** I just developed a back bone.  
**Peter:** From who? Wolverine?

**Ben:** Not funny.

(Ben walks to his room.)

**Peter (thinking):** That was weird.

(Cut to school as Peter talks to Mary Jane and Gwen.)

**Peter:** You know, Ben's been acting really different since the Mysterio incident.

(Cut to Ben walking by, eying Peter as he talks to Gwen and Mary Jane.)

**Ben (thinking):** Hmph! Perfect Peter Parker the ladies man. Why should I care? So I've got the Symbiote. I'm strong enough to handle it. Heck, I'm able to refer to myself in the singular.  
**Gwen:** Ben!  
**Ben:** What?  
**Gwen:** Peter, MJ, and I are worried about you.  
**Ben:** I don't need your help.  
**Gwen:** Everyone needs help sometimes Ben. Even the Scarlet Spider.  
**Ben:** That's the Black Spider.

**Peter:** Black Spider?  
**Ben:** That's what I'm calling myself now. You got a problem with that?  
**Peter:** No.  
**Ben:** Good!

(Cut to a large skyscraper as the New Enforcers stand there.)

**Shocker:** What do ya want, Kingpin?  
**Kingpin:** I need you three to eliminate the biggest threat to my new criminal empire, Spider-Man.

**Shocker:** The new guy too?

**Kingpin:** No, the original. Fighting one is much simpler than fighting two, if a little longer.  
**Ricochet:** Okay.  
**Ox:** Sweet.  
**Shocker:** You got yourself a deal, Kingpin.

[Cut back to the school as Ben now sits alone, isolated from everyone else.]

**Gwen:** Maybe we should talk to him.  
**Harry:** Uh... You sure about that? I mean he looks like he doesn't want to be bothered.

**Gwen:** He's not himself, Harry.  
**Harry:** Gwen, we've only known him for a month.

(Mary Jane and Peter talk.)

**Peter:** This is looking a tad too familiar to me.  
**Mary Jane:** What do you mean?

**Peter:** Remember before Thanksgiving how I acted like an emo Flash?  
**Mary Jane:** Yeah.  
**Peter:** That alien that was discovered on Colonel Jameson's ship got attached to me and fed off of my darker emotions. It would have taken me over if it wasn't for the support I got from my friends and family.  
**Mary Jane:** Oh my god. You think Ben...?  
**Peter:** Last time I fought Venom, I poured some of Doc Connor's gene cleanser into his mouth to erase my DNA from the Symbiote. Attached to Ben, that thing could get a recharge. Getting the suit off Ben will be easy compared to making sure it doesn't go back to Eddie.

(Cut to work as the New Enforcers attack.)

**Shocker:** Alright ladies and gentlemen. All we want is the guy who takes photos of the bug.

(Peter gets into the building and opens the door from the stairs before Jameson motions for him to get out.)

**Jameson:** Like I told that Rhino guy, Parker sends his pics through e-mail. Never saw the kid.  
**Shocker:** Oh really?

(Cut to in the stairway as Peter takes off his civvies to reveal his Spider-Man outfit. He then grabs his cell phone.)

**Spider-Man:** Ben, I'm at the Bugle with the New Enforcers. I'll need some backup to hold back the collateral damage.  
**Ben:** On it.

(Cut to the house.)

**Ben:** Aunt May, I'm going to the Bugle to beat up some creeps in fancy pajamas.  
**Aunt May:** Try to get back by dinner, dear.

(Cut to Spider-Man fighting the Enforcers.)

**Spider-Man:** Hey guys. So, you wouldn't happen to know who the new big man of New York is, would ya?  
**Shocker:** Sorry boy, but we don't squeal.

(Shocker sends out a pulse wave that knocks Spider-Man out of the building, but he saves himself with a web parachute.)

**Spider-Man:** That was close.  
**Black Spider:** Leave this to the big boys, Spidey!

(Black Spider arrives at the New Enforcers jump down, and Black Spider kicks Ox into a wall.)

**Shocker:** I see the new bug's got a new costume.  
**Black Spider:** Oh I'm more than just a bug.

(Black Spider webs Ricochet's feet to the ground and walks to Shocker.)

**Shocker:** Stop right there, boy!  
**Black Spider:** Make me.

(Shocker sends out his attack, but Black Spider keeps walking.)

**Black Spider:** You know Shocker that tickled.

(Black Spider grabs Shocker by the neck and begins punching him.)

**Shocker:** Oof!

(Cut to Gwen and Mary Jane as they see the fight and rush up.)

**Mary Jane:** Spider-Man, what's going on?  
**Spider-Man:** The Symbiote. Scarlet Spider's got it.  
**Gwen:** The alien life form? That's what's making Scarlet Spider do this?  
**Spider-Man:** Yup.  
**Gwen:** I'll try getting through to him.  
**Spider-Man:** Gwen, no!

(Gwen rushes up and puts her hand on Scarlet Spider's shoulder.)

**Gwen:** Scarlet Spider, stop.

(Black Spider punches Shocker again, even though he's already knocked out.)

**Gwen:** Ben stop!

(Black Spider then knocks Gwen to the ground so that her jeans rip, and there's a bad scrape on her knee. She turns to Black Spider in shock.)

**Gwen:** ... What's happening to you?

(Black Spider looks on and puts his hand on his chest.)

**Black Spider:** I... I...

(Black Spider webs off.)

**Spider-Man:** Double S!

(Cut to a gargoyle as Black Spider hangs there.)

**Black Spider:** I hurt Gwen, and I nearly killed Shocker back there. What's this thing doing to me?

(Black Spider looks in a mirror before he sees a flash of Venom.)

Black Spider: What was that? What is this thing doing to me?

(Cut to Ben coming home as he takes his shirt off and looks at the black t-shirt.)

**Ben:** Why am I worrying? I'll just take it off sometime later.

(Cut to the kitchen as Aunt May is cooking.)

**Peter:** Hey Aunt May. Need some help?  
**Aunt May:** Sure dear. How was your superheroing today?  
**Peter:** I'm worried about Ben.  
**Aunt May:** Well I'm sure... Oh . . .  
**Peter:** Aunt May, what's wrong?  
**Aunt May:** I'm fine. I just . . .

(Aunt May passes out.)

**Peter:** Aunt May!

(Aunt May doesn't wake up.)

**Peter:** Aunt May! AUNT MAY!

(Ben runs down with his shirt back on.)

**Ben:** What's going-?

(Ben's eyes widen as he sees Aunt May on the floor.)

**Peter:** Aunt May!

(Peter rushes to the phone and dials.)

**Peter:** Hello this is Peter Parker of Forest Hills. My aunt's just passed out. I need an ambulance fast!  
**Ben:** ... Aunt May . . .

(The scene dissolves as the Symbiote covers the screen.)

To Be Continued...


	6. With Great Power

**Spectacular Spider-Man**

**Season 3**

Episode 6: With Great Power...

(It opens a few hours after Aunt May passed out at the hospital as Peter sleeps by her bed as Ben stares at Aunt May's body. Cut to last May as Peter's coming out of the wrestling arena when he sees a crowd and goes through and finds Uncle Ben on the ground.)

**Peter:** Hey, that's my uncle!

(Peter pushes through them and kneels next to Uncle Ben.)

**Peter:** Uncle Ben?  
**Uncle Ben (Gasping):** Peter...?  
**Peter (tearing up):** I'm here, Uncle Ben.  
**Uncle Ben:** Peter . . .

(Uncle Ben dies. Cut to a flash of Hardy's face.)

**Ben (thinking):** This is all his fault! He took Uncle Ben away from us! He started all of this! He's going to pay!

(Cut to the next morning as Peter and Ben arrive at school.)

**Ben (thinking):** We'll ditch Peter when he goes off to work, so he can't stop us from bringing that murderer to justice.

(Gwen, Mary Jane, Harry, Liz, and Flash walk up.)

**Gwen:** Peter, Ben, Mary Jane just told us. We're so sorry. We wish we could help?  
**Ben:** Well unless you can pay for the hospital bills that might bury us, there's nothing you can do! There's nothing anyone can do!  
**Gwen:** Ben...

(Peter puts his hand on Gwen's shoulder.)

**Peter:** Let it go. I think I know where he's going.

(Cut to Peter at school as Black Spider swings off.)

**Peter (thinking):** That's my cue.

(Peter pulls out his cell phone.)

**Peter:** Hey Mr. Robertson, I won't be able to come to the Bugle today. Family crisis.  
**Robbie:** Rand told me. Don't worry about it, Pete.  
**Peter:** Thanks Mr. Robertson. Say hi to Betty and Jolly Jonah for me.

(Peter hangs off and takes off his civvies.)

**Mary Jane:** I'll take them home for you, Pete.

(Peter nearly falls as Mary Jane appears.)

**Peter:** Thanks. That was eerily convenient.  
**Mary Jane:** Girlfriend intuition.  
**Peter:** In case something happens... I love you MJ, and thanks for all the times you were there for me.

(Peter kisses Mary Jane for a few seconds before pulling on his mask.)

**Mary Jane:** Later Pete.

(Gwen comes up.)

**Gwen:** You okay?  
**Mary Jane:** No. You?  
**Gwen:** ... No.  
**Mary Jane:** Look, I'm just a-  
**Gwen:** No you're not MJ. He really does love you. I can tell.  
**Mary Jane:** Ben likes you. If you ever think it'll be safe to break up with Harry... Well you know.  
**Gwen:** You always like playing matchmaker, don't you?  
**Mary Jane:** Does Mrs. Parker make an awesome spaghetti with meatballs?

(Cut to a bank when Spider-Man drops in front of Black Cat.)

**Spider-Man:** Hey Cat. I need your help.  
**Black Cat:** Why should I help you? You cost my father his freedom.  
**Spider-Man:** His life's in danger, Felicia.  
**Black Cat:** What?  
**Spider-Man:** I'll explain on the way. We've gotta get to the Vault.

(Cut to Walter Hardy's cell as Black Spider appears in his cell.)

**Black Spider:** Walter Hardy.  
**Walter:** Who are you?  
**Black Spider:** Do you remember Ben Parker? The good man you murdered in cold blood?  
**Walter:** Yes, but what does that matter to you?  
**Black Spider:** EVERYTHING!

(Black Spider grabs Walter by the neck before Spider-Man and Black Cat arrive.)

**Spider-Man:** Ben, stop!

(Spider-Man pulls off the mask.)

**Peter:** This isn't you. It's the Symbiote. It's trying to force you to cross the line, so it can take control.  
**Black Spider:** Save me the sentimental garbage Parker! We know what we're doing!  
**Peter:** Then why are you referring to yourself in the plural Ben?  
**Black Spider:** We don't care! We're going to end this!  
**Black Cat:** You're one of the good guys! You can't do this!  
**Ben:** Why shouldn't I? I have the power! ... The power. With great power... Comes great responsibility... What am I doing? I've gotta get this off!  
**Black Spider:** No! We are meant to be one! We are your only chance to truly make a name for yourself!  
**Ben:** Get off of me!

(Peter grabs a cup and clangs it against the cell door, which distracts the Symbiote.)

**Black Spider:** That's annoying, Parker!

(Black Spider webs up Peter, Black Cat, and Walter as the Symbiote becomes a large webbed cocoon.)

**Peter:** BEN!

(Cut to Ben as he has brown hair and glasses.)

**Ben:** Where am I? What's going on?  
**Uncle Ben:** What's going on is that you're late for school kiddo, and we can't have that.  
**Ben:** Uncle Ben...? (Thinking) What's the Symbiote's game? Showing Peter this was what... But... Then again... This was what made Peter strong. This isn't my life. It's Peter's.  
**Uncle Ben:** You okay kiddo. You seem a bit off. You didn't stay up all night reading Superboy comics again, did ya?  
**Ben:** Uh... No. Just a weird dream.  
**Uncle Ben:** Well weird dream or not, you have to hustle kiddo. Don't wanna miss today's field trip. It's all you talked about for weeks.  
**Ben:** Field trip? Oh! The field trip!  
**Uncle Ben:** That must have been a doozy of a dream to make you this disoriented.  
**Aunt May:** Is he still here?  
**Ben:** Aunt May! You're okay!

(Ben hugs her.)

**Aunt May:** Peter, I'm fine.  
**Uncle Ben:** Like I said. A doozy of a dream.  
**Ben:** Uh... Yeah. Doozy of a dream. See you guys later. (Thinking) Maybe, maybe if I don't get bitten by the spider, I could live a life where Peter never became Spider-Man! I could be a Peter Parker without all that stupid relationship drama! I can tell Gwen how I feel before she sees Harry. I could still be friends with Eddie. Harry won't hate my guts! It's perfect! No supervillains, no webs!

(Ben suddenly finds himself in the Connors' lab with Gwen, as she appeared in Season 1.)

**Gwen:** Isn't this exciting?  
**Flash:** Sure, if you liked things that crawled out from under a rock or you are one.

(Flash brushes Ben aside.)

**Ben (thinking):** So... I'd still get bullied. No big deal.  
**Mrs. Connors:** And over here we have ESU's collection of spiders. All genetically altered to combine the most impressive traits from multiple species into 15... Super spiders.  
**Gwen:** Um... There are only fourteen. One's missing.  
**Mrs. Connors:** Huh. My husband must have removed it for further study.  
**Ben (thinking):** Okay, gotta stay alert. Don't let the escaped spider bite me, and everything will be the way it's supposed to. Ah!

(The spider bites him.)

**Ben:** Oh darn it! Not again! This can't happen again!  
**Ben/Peter:** What's happening to me...?

(Cut to outside.)

**Ben/Peter (thinking):** I feel different.

(A car comes at Ben, and he jumps out of the way and ends up sticking to a wall. Ben stares and begins climbing it.)

**Ben/Peter (thinking):** I'm sticking... I'm climbing. But human beings can't do all this. We can't.

(Ben gets to the roof and crushes a pipe. Cut to a few days later as Ben jumps off of a roof.)

**Ben/Peter (thinking):** Okay, stay calm. This'll work. It's gotta work.

(Ben uses his web shooters to swing all over New York.)

**Ben/Peter (thinking):** This rocks! Who knows what I can do with this power?

(Cut to a further week later as Spider-Man's in the wrestling area.)

**Edwards:** Who dares test their strength, their skills, their stamina, against the undefeated legend, Crusher Hogan?  
**Spider-Man/Ben:** I dare! The Spider-Man dares!  
**Edwards:** You sure kid? I like the gimmick, but it's worthless if Crusher crushes ya.  
**Spider-Man/Ben:** A thousand bucks if I win?  
**Edwards:** There are carry-ons... But... Yeah.  
**Spider-Man/Ben:** Then I'm in!  
**Edwards:** Ladies and gentlemen, the Spectacular Spider-Man!

(A cage descends.)

**Spider-Man/Ben:** Okay, I'm ready.

(Crusher shoves Spider-Man against the wall.)

**Crusher:** I don't like picking on little guys, so I'm gonna make this quick. 'Kay?  
**Spider-Man/Ben:** Thanks Crush, but I'm good. In fact, I'm very good.

(Spider-Man shoves Crusher into a wall.)

**Spider-Man/Ben:** I might even say great!

(Spider-Man dodges an attack from Crusher.)

**Crusher:** Get down here!  
**Spider-Man/Ben:** That's one option.

(Spider-Man webs Crusher up and comes down holding the web as he goes up.)

**Crusher:** Why I outta...  
**Spider-Man/Ben:** You're welcome to try...

(Crusher falls to the ground and loses consciousness.)

**Spider-Man/Ben:** But I think you'll find that the match is already over.  
**Edwards:** Ladies and gentlemen, the Spectacular Spider-Man!

(Cut to Spider-Man and the Emcee walking down the hall.)

**Edwards:** Got your money in my safe kid. All you gotta do is sign an exclusive management contract with Sullivan Edwards. IE, me.  
**Spider-Man/Ben:** Whoa, whoa. I'm not signing anything.  
**Edwards:** Hey no signature, no cash. I told you there were carry-ons.  
**Spider-Man/Ben:** But that's not fair!  
**Edwards:** Fair's not my problem.

(Spider-Man walks to the elevator and pushes the down button as he hears a scuffle.)

**Edwards:** Hey, that's my money!

(Walter comes out with a bag of money.)

**Edwards:** Kid, Spider-Man, stop him!

(Spider-Man steps aside and lets Walter onto the elevator. He pushes the down button and smiles at Spider-Man.)

**Walter:** Thanks.

(Edwards stares angrily at Spider-Man.)

**Spider-Man/Ben:** Not my problem.

(Cut to the house as Ben grumbles.)

**Ben/Peter (thinking):** That was a bust. No money. Not even a ride home. Uncle Ben said he'd wait for me at the library. I guess all those cops over there wouldn't let him park.

(Ben goes home and finds Aunt May crying in a chair.)

**Ben/Peter:** Aunt May? What's wrong?  
**Aunt May:** Oh Peter... It's Ben... The police called. He's been...  
**Ben/Peter:** No. Not Uncle Ben... Who did this?  
**Aunt May:** The police say the man who killed him's been chased to a warehouse.

(Ben rushes up to his room.)

**Ben/Peter:** Whoever he is, I want him first, and nothing's going to stop Spider-Man!

(Spider-Man swings out and finds Uncle Ben's car with as it hits a building.)

**Spider-Man/Ben:** You stole the life of a good man. A man with a loving family, and you did it all for his lousy car!

(Walter shoots at Spider-Man/Ben, but he dodges, and he gets in Walter's way as he runs.)

**Spider-Man/Ben:** Don't bother running. There's no place you can hide.

(Spider-Man webs up Walter's hand and tosses him into a wall. He then grabs him and pushes him into the window, so it breaks, and he gets a good look at Walter's face.)

**Spider-Man/Ben:** That face...

(Cut to when Spider-Man let Walter go.)

**Spider-Man (echoing):** Not my problem.  
**Spider-Man/Ben:** What have I done?  
**Black Spider:** Why do you blame yourself?

(Ben suddenly finds himself in the middle of nowhere as he's holding Black Spider, and he's in his Scarlet Spider suit, minus the mask.)

**Black Spider:** We didn't hurt Uncle Ben. It was Parker. Parker was the one who let Hardy go. Parker was the one who could have stopped him. Let us do what Parker failed to do and bring justice to the man who killed Uncle Ben. Then we can get back at the world for taking everything we love. We can get _paid _by the police to catch the criminals, and then we'll be able to help Aunt May. Who else can we turn to? There's no one to trust, Ben Reilly. No one except us. Join with us. Make our bond permanent. Together nothing can stop us, and everything we ever wanted as part of Parker and ourselves... Will be ours.

(Ben stretches his hand out as Black Spider's hand begins to spread over it until Uncle Ben and Peter pull Ben's hand away.)

**Uncle Ben:** Hold on their, kiddo.  
**Peter:** You don't think we'd let you make this decision without having you go over everything. Uncle Ben taught us better than that.  
**Ben:** Uncle Ben? Peter?  
**Black Spider:** What are you two doing here? We don't need either of you anymore!  
**Uncle Ben:** Tough luck. You stirred up my memory and Peter's.  
**Peter:** You're stuck with us for a bit longer, Symby.  
**Black Spider:** Wait... Stop!

(Cut to Uncle Ben's car by the library.)

**Uncle Ben:** Well kiddo, we're here.  
**Ben:** Here?  
**Uncle Ben:** The library. The one across from the venue. You said you had to study here.  
**Ben:** Right... (Shifting into Peter's role) Uncle Ben, if you could do something and do it better than anyone else, than it wouldn't be wrong to cash in on your talents, right?  
**Uncle Ben:** Well son that would depend on what talents we're talking about.

(Ben's about to leave when Ben stops him.)

**Uncle Ben:** Listen, kiddo, I went through exactly the same thing at your age.  
**Ben:** No, not exactly.  
**Uncle Ben:** The point is, you're changing into the man you're gonna be and just because you can do something doesn't mean you should. With great power, there must also come great responsibility.  
**Black Spider:** Pretty words, but what good do they do? Uncle Ben told them to Parker not us! He went to the venue instead of the library. He could have stopped what happened. Hardy came down to take this car and took Uncle Ben away from us.  
**Peter:** Yes us. As in me, Ben, and Aunt May. Not you. Now shut up.  
**Uncle Ben:** And that's not the point, and Peter and I will prove it.

(Cut to the warehouse as Spider-Man is holding Hardy.)

**Spider-Man/Ben:** No, it can't be you. It can't!  
**Black Spider:** Showing Parker's memories proves your point?  
**Peter:** Shut up. I like watching this.  
**Uncle Ben:** Yeah. Watch him take his vengeance.  
**Spider-Man/Ben:** I should drop you. Take from you what you took from Ben Parker!

(Spider-Man drops Hardy before webbing him up, so he simply is suspended from the window sill.)

**Spider-Man/Ben:** But he wouldn't approve. With great power... Comes great responsibility.

(The cops show up, and Spider-Man webs up.)

**Uncle Ben:** And that was just the beginning.

(Cut to all the saves Spider-Man's made, even the ones who didn't like him.)

**Black Spider:** So what? Those were all Parker's! Not ours!  
**Peter:** Maybe, but he still got the lessons, so he was able to make some pretty nice saves on his own without having to fumble once.

(Cut to all the saves Scarlet Spider did. His fight with the Jackal. How he stopped those two muggers. His fight with the Tinkerer, and how he cocooned the Man-Spider.)

**Black Spider:** No one's denying the great things we've done, but what about Parker. All he's done since we came out of that tube was neck with Mary Jane.  
**Uncle Ben:** Now that's a load of bull plop and Ben knows it.

(Cut to all the times Spider-Man and Scarlet Spider have worked together. When they double teamed Jackal. When they defeated Mysterio. When they both fought against Electro.)

**Symbiote Black Spider:** Maybe Parker did pull his weight, but what was our share of the reward. We have no money, no girl, and no real friends.  
**Mary Jane:** Shut up, goo-boy.  
**Symbiote Black Spider:** What?  
**Gwen:** Stirred us up.  
**Harry:** You've really got to work on that.  
**Symbiote Black Spider:** Oh, come on!  
**Uncle Ben:** My nephews' friends, Peter, and I beg to differ.

(Cut to Ben hanging out with Mary Jane, Gwen, Harry, Liz, and Aunt May.)

**Ben:** They're right! I'm not alone in this! I'm not just some carbon copy of Peter! I'm my own person, and I am not giving up who I am to become one with alien goo!  
**Symbiote Black Spider:** You cannot reject what you already are!  
**Peter:** Want some help?  
**Ben:** Wouldn't have it any other way.  
**Uncle Ben:** Go get him, kids.

(Peter and Ben become Spider-Man and Scarlet Spider and fight the Symbiote Black Spider. Scarlet Spider gets in a few blows while Spider-Man covers for him.)

**Scarlet Spider:** So, roomy, sure you don't want to vacate?  
**Symbiote Black Spider:** Vacate? We've already won.

(Symbiote Black Spider melts away and ties up Scarlet Spider as Spider-Man is knocked away.)

**Symbiote:** We've taken route in Ben Reilly, body and soul. Why bother struggling?  
**Scarlet Spider:** I'd hate to reference Harry Potter without Dr. Strange present, but it's because I have something worth struggling for!

(Scarlet Spider struggles against the tendrils as Spider-Man, Harry, Gwen, Mary Jane, and Uncle Ben help Scarlet Spider out.)

**Uncle Ben:** You never learn, do you?  
**Spider-Man, Scarlet Spider, Harry, Mary Jane, Gwen, and Uncle Ben:** We're stronger than you think.

(Scarlet Spider glows brightly as the Symbiote screams.)

**Scarlet Spider:** Shall we dance mademoiselle?  
**Symbiote:** I'M A DUDE!  
**Scarlet Spider:** Actually, you're a pile of black goo I'm kicking the crud out of.

(Scarlet Spider punches through every tendril the Symbiote throws at him. The Symbiote reconfigures into Black Spider, but it can't keep its shape as Scarlet Spider repeatedly punches and kicks it before it falls to the ground.)

**Scarlet Spider:** Well what do you know? I won.

(Cut to reality as the cocoon and the web break and Ben falls down. He pulls a bar of the cell out and bangs the bar against the others as the ringing drives the Symbiote off of him, revealing his Scarlet Spider suit.)

**Peter:** Quick, someone catch it before it escapes!

(The Symbiote evades the web blasts Peter and Scarlet Spider send out and escapes them through the window and into the sea.)

**Peter:** No. You know what this means.  
**Scarlet Spider:** Yup. The real Venom, but we can take him, together.  
**Peter:** Wouldn't have it any other way.  
**Walter:** Peter Parker. Ben's nephew.  
**Peter:** Yeah.  
**Walter:** I... I owe you an explanation.

(Cut to Walter coming down as Ben turns and sees him. He gets out.)

**Ben:** Walter? Is that really you?  
**Walter:** Ben? Look, I need your car. I'm in trouble.  
**Ben:** Walter what...?

(Ben notices the sack of money.)

**Ben:** Look pal, you don't want to do this. Just give the money back, and I'm sure the police will go easy on you.  
**Walter:** Ben-

(A breeze comes by; Walter is startled and accidentally pulls the trigger.)

**Walter:** Ben!

(Cut to the present.)

**Walter:** It was an accident, and all because I was afraid and a moron. If I had taken up Ben on his offer, he'd still be here.  
**Peter:** It's okay... I'm sorry. I forgive you.  
**Scarlet Spider:** So... Up for getting the heck out of here before any of our old pals realize we're here?  
**Black Cat:** On it. See you on visitor's day, Dad.  
**Walter:** The Vault doesn't have a visitor's day.  
**Black Cat:** I do.  
**Walter:** Felicia!  
**Black Cat:** I love you too, Dad.

(Cut to outside.)

**Black Cat:** Okay, I... I'll forgive you two for this. So Spidey, any chance we could-  
**Spider-Man:** Sorry. Girlfriend.  
**Black Cat:** Well how about you, Spidey 2.0?  
**Scarlet Spider:** Uh... I...  
**Black Cat:** Maybe a taste.

(Black Cat pulls Scarlet Spider's mask off and kisses him on the lips.)

**Black Cat:** Call me.

(Black Cat goes off.)

**Ben:** . . . Wow. My first actual kiss.  
**Peter:** Awesome isn't it?  
**Ben:** Yup.

(Cut to the hospital as Peter and Ben walk into Aunt May's room as Gwen and Mary Jane are there.)

**Ben:** Um... Hey. Gwen, I'm... Well... I'm sorry about what happened. Forgive me.  
**Gwen:** Of course.

(Gwen hugs Ben as he smiles. Harry comes in and sees this and walks out before anyone can notice him.)

**Aunt May:** Hello you four.  
**Peter:** Aunt May. How's the old ticker?  
**Aunt May:** Fine. Just a bad dizzy spell. I'll survive.  
**Ben:** I don't know what Peter and I would do if we lost you.  
**Aunt May:** You'd survive. You both have a lot of friends to help you out.  
**Ben:** Thanks.

(Cut to inside Ben's mind as he walks up to Uncle Ben.)

**Ben:** And thank you too, Uncle Ben.  
**Uncle Ben:** Anytime kiddo. Anytime.

(Cut to Ravencroft as Eddie's grumbling.)

**Eddie:** Peter did this to me. Once I'm out of here, I'll show him. I'll get my other half back, and we'll squash Peter and do a better job of cleaning up this town than he ever did.

(Suddenly, the Symbiote crawls in through the window and approaches Eddie.)

**Eddie:** You're back? Time for some fun.

(Eddie puts his hand into the Symbiote as he smirks.)

To Be Continued...


	7. Venom Reborn

**Spectacular Spider-Man**

**Season 3**

Episode 7: Venom Reborn

(It opens as Peter and Ben walk up as Mary Jane walks by, and Peter kisses her immediately.)

Mary Jane: Whoa! Tiger, what's up?  
Peter: I'm just in an awesome mood. Aunt May checked out last night with a clean bill of health. Your aunt and Captain Stacy picked up the bill for us. The play's in a month, and right after that, school ends, which means more precious free time to hang out with one lovely red head.  
Ben: The same except without the girlfriend part. I'm just so glad to get that suit off me.  
Peter: Oh, that reminds me. MJ, if you see Eddie, run and call us as soon as you can. You know how he broke out last week.  
Mary Jane: Right. I'll pass the message onto Gwen.

(Cut to the end of the day as Spider-Man and Scarlet Spider are swinging around.)

Spider-Man: We'll patrol until 9:30 and then head back. If we run into a baddie, I'll call Aunt May.

(As the two swing around, they both see Venom, but when they swing back around, Venom's not there.)

Spider-Man: Oh man. Our civilian lives are rocking while as superheroes we're becoming paranoid as heck.  
Scarlet Spider: No kidding.

(Cut to Aunt May as her cell phone rings.)

Aunt May: Hello?  
Spider-Man (over the phone): Hey Aunt May. Nothing's going on out here. We're heading home. We should be back by 9:50. I'll call back if something happens.  
Aunt May: Thank you, dear.

(Aunt May sits down and yawns as she rests for a bit. Cut to Peter and Ben arriving at the house.)

Peter: Plus, family life has been so much easier now that Aunt May knows.  
Ben: No kidding.

(Peter and Ben open the door and notice Aunt May sleeping.)

Peter: Well looks like we'll just wait for her to wake up and-  
Eddie: Hey bro.

(Peter and Ben turn to see Eddie standing there.)

Peter: Eddie.  
Eddie: We've been waiting since 9:40. Don't worry. We won't hurt Aunt May. In prison we learned what we were meant to do. Once we end you, we'll take your place as the protector of the city, and we'll do a better job of cleaning up the scum.  
Ben: Which translates into you'll kill anyone who so much as litters.  
Eddie: If you want people to respect the big laws, you've got to have them respect the little ones.  
Peter: If you're looking for a fight, not here. Aunt May just got out of the hospital, and I don't want to shock her awake.  
Eddie: Deal. We don't hurt the innocent.

(Cut to outside as Peter and Ben change into Spider-Man and Scarlet Spider while Eddie becomes Venom.)

Venom: Party time!

(Venom clotheslines both Spider-Man and Scarlet Spider.)

Spider-Man: Ben, you okay?  
Scarlet Spider: Nope.  
Spider-Man: Okay, we've gotta stop Eddie and fast.

(Spider-Man shoots web fluid at Venom, but he grabs it and pulls Spider-Man to him.)

Venom: Look, streamers! Now it's a party!

(Venom holds Spider-Man in a bone crushing bear hug.)

Spider-Man: Ah! Eddie... No!  
Venom: We are more than just Eddie Brock now! We are VENOM!

(Venom tightens the hug.)

Spider-Man: ARGGHHH!

(Scarlet Spider kicks Venom away.)

Scarlet Spider: Pete, you okay?  
Spider-Man: I think so...

(Spider-Man and Scarlet Spider go to the house and plop down at the table as Aunt May wakes up.)

Aunt May: Boys, what happened?  
Spider-Man: Uh... Venom.  
Aunt May: Who?  
Scarlet Spider: Eddie.

(Cut to Saturday as Mary Jane and Gwen are in the living room waiting for Peter to come down as Ben does.)

Ben: Aunt May and I figured we should let him sleep.  
Gwen: It's so hard to believe Eddie would do this, even if he was mad at Peter.  
Ben: It's not just Eddie. It's the suit. He's Venom again.

(Peter comes down.)

Peter: Hey guys.

(Mary Jane runs up and hugs him.)

Mary Jane: Peter, you're okay!  
Peter: Yeah. I was just a little more tired than usual, and now I feel as recharged as a cell phone.  
Gwen: Maybe we should just relax and watch a little TV.

(Gwen turns on the television, right on a news report.)

Reporter: This is Daily Bugle TV. A black web has suddenly appeared reading, "We want the spiders." The criminal known as Venom is there but has made no attempt to engage the police.  
Peter: Looks like he's calling us out. MJ, Gwen, do me and Ben a favor. Stay here and watch after Aunt May.

(Peter and Ben rush off.)

Mary Jane: What? Peter!

(Gwen is giving the look.)

Mary Jane: What are you giving me the look for?  
Gwen: I'm not giving you the look.  
Mary Jane: Yes you are.

(Cut to the city as Spider-Man and Scarlet Spider arrive.)

Spider-Man: Alright, bro. We're here.  
Scarlet Spider: Let's get this over with, big guy.  
Venom: Good. Now everyone will see you for the spineless weaklings you are!

(Venom attacks Spider-Man and Scarlet Spider, nearly knocking them off the building, but they manage to cling onto the side.)

Venom: Ready or not, here we come!

(Venom attacks Spider-Man and Scarlet Spider until they manage to both swing off and double kick him onto the roof.)

Venom: Well, you're pretty good.  
Scarlet Spider: We're in trouble, Pete. We're using everything we've got, and Venom's barely trying.  
Spider-Man: You're right. That's it.

(Spider-Man looks to see George Stacy.)

Spider-Man: Excuse me, I need to borrow this.

(Spider-Man webs up Captain Stacy's bull horn.)

Spider-Man: Okay Eddie, get ready for a very unpleasant tune.

(Spider-Man turns on the loud speaker and shouts.)

Spider-Man: _JINGLE BELLS! VENOM SMELLS FROM NINETY MILES WAY!  
OH WHAT FUN IT IS TO FIGHT AN ALIEN GOO GUY, HEY!_  
Venom: RIAGHHRRR! STOP IT! THE NOISE! THE NOISE!

(The Symbiote begins squealing itself as it gets off of Eddie to escape but Scarlet Spider webs it up.)

Scarlet Spider: Got it.  
Spider-Man: Great.  
Eddie: No, give it back!  
Scarlet Spider: Sorry Eddie, I can't do that.

(Scarlet Spider swings the Symbiote around and tosses it into the garbage dump.)

Eddie: No!  
Scarlet Spider: Now no one knows where it is. You can finally let go, Eddie.  
Eddie: No, I need it! I'm not complete without it!  
Spider-Man: Come on, Eddie. We'll set you on the ground. Just relax.

(The Symbiote lands in a garbage masher inside an old fridge as the masher mashes it, trapping the Symbiote in a cube of garbage. Cut to home as Peter and Ben come back.)

Mary Jane: Guys, could you settle something, is this the look or not?

(Mary Jane does her version of the look.)

Peter: What did we do?  
Gwen: Nothing. I wasn't giving anybody the look.  
Ben: Well why'd you give it then?  
Gwen: Some things never change.  
Ben: Right. They just get much more complicated.

(Cut to Eddie as he goes through the whole dump except for the garbage masher area.)

Eddie: Where is it?! Where is it?!

(Cut to a shot of the cube. Cut to Saturday night as Mary Jane and Peter are heading out.)

Peter: Later Aunt May. We're heading off to watch a new movie at the theater. We'll be back by ten!  
Aunt May: Alright dear. Have fun.

(Ben's lying on the couch.)

Ben: Man I'm tired.

(Gwen and George arrive.)

George: Hey everybody.  
Ben: Captain Stacy? What are you doing here?  
Gwen: We had nothing else to do, so we figured on hanging out with some friends.  
George: By the way, tell Peter good thinking with the bull horn.  
Ben, Gwen, & Aunt May: Huh?

(George smiles and winks.)

The End.


	8. Hobgoblin's Coming Out

**Spectacular Spider-Man**

**Season 3**

Episode 8: The Hobgoblin's Coming Out

(It opens as Peter is at the base of the Daily Bugle with Mary Jane.)

Peter: Okay, I'm gonna get my check, try out my new photos, and I'll be down before you can say the plot of Citizen Kaine.  
Mary Jane: You watched Citizen Kaine?  
Peter: Government.  
Mary Jane: Oh.

(Cut to inside the Daily Bugle.)

Jameson: Kid, what's with you?! Kittens? Puppies? Trees? Your job is taking pictures of that over-grown web-head!  
Peter: Spider-Man won't let me take pictures of him anymore with all that slander you've been publishing about him!  
Jameson: I resent that! Slander's spoken. In print, it's libel. Now give me a Spider-Man pic or else you're fired.

(Peter sighs and tosses down a picture from the fight between Spider-Man, Scarlet Spider, and Venom.)

Jameson: Ooh, I like this. Spider-Battle Royal!  
Peter: But Scarlet Spider was helping Spider-Man.  
Jameson: Still counts as a Battle Royal. Now get out of here!  
Betty: Mr. Jameson, remember?  
Jameson: Oh right. I need you tomorrow night for this big party I'm throwing. My son's finally back to normal upstairs and I want lots of pictures. Personal thing. Twenty bucks per picture.  
Peter: Done... If I can bring my girlfriend.  
Jameson: Fine, but you two better dress formal!  
Peter: Right, Mr. Jameson.  
Jameson: By the way, give me the puppy and kitten pictures for my wife. She collects 'em.  
Peter: ... Alright.

(Cut to the base of the Bugle.)

Mary Jane: Any luck?  
Peter: He took the picture with the idea of a big spider all out slug fest, which isn't as bad as usual, and I scored us a place at a party for John Jameson... As long as you don't mind me bringing my camera.  
Mary Jane: No problem. Now let's head over to your home.  
Peter: Um... Okay.

(Cut to the house as Peter opens the door, and Aunt May, Ben, Gwen, and Harry are all there.)

Everybody: SURPRISE!  
Peter: What the-? Guys? What's the occasion?  
Harry: Dude, it's your birthday. How do you forget that date?  
Peter: Really? Crept up on me, this year. Only seems like yesterday when me and MJ got together.

(Peter smiles as everyone talks and has fun as Peter takes Harry aside.)

Peter: Hey man. We haven't had much downtime since your dad... Well...  
Harry: Was killed by Spider-Man. Look, I understand. So did you hear about this Jason Phillips guy the board put in charge of OsCorp until I'm of age?  
Peter: I think I read that in the paper. How is the guy?  
Harry: Well we haven't really met yet.  
Peter: Alright.  
Harry: So where exactly have you been buddy? I try calling at nine, but you're never home and don't answer my calls.  
Peter: I've been kind of busy.  
Harry: Taking care of your friend?

(Harry walks off.)

Peter: That could have gone better.

(Cut to the end of the day as Mary Jane, Gwen, and Harry leave.)

Aunt May: There's still some cake left over. We can have some for desert at lunch and dinner tomorrow.  
Peter: Oh, that reminds me. I'm going to be at a party for John Jameson tomorrow evening, so I probably won't be home by ten.  
Aunt May: Alright, but try to be home by eleven. And be careful out there. You know I'm always worried you'll run out of fluid in that web shooter thing.  
Peter: Are you alright, Aunt May? You hardly said anything at the party.  
Aunt May: I was just thinking of your uncle Ben. You know, it'll be a year next month since he was taken? Sometimes I think if I ever met the one responsible, well... I don't know what I'd do.

(Peter looks away a little as he tears up. Cut to the next day as Spider-Man's swinging around, taking patrol before the party while Ben will take over afterwards.)

Spider-Man: Uncle Ben.

(Cut to as Peter's house almost a year ago as he hears Uncle Ben and Aunt May talk.)

Aunt May: I don't know how we're going to make the bills this year.  
Uncle Ben: Don't worry. I'm sure we can make it through somehow.  
Peter: Hm...

(Peter's holding a copy of the Bugle as he sees an ad, "WIN $1,000 IF YOU BEAT CRUSHER HOGAN!")

Peter: Hm...

(Peter is about to head out when Uncle Ben stops him.)

Uncle Ben: Whoa, hold it kiddo. Where are you heading off to?  
Peter: Library. I wanna study a bit for the exams.  
Uncle Ben: I'll drive ya.  
Peter: Don't worry Uncle Ben; I could use the fresh air.  
Aunt May: Ben, are you sure.  
Uncle Ben: Come on, May. The only time I spent with Peter since the field trip was painting the kitchen.

(Uncle Ben and Peter leave the house. Cut to Spider-Man beating Crusher. Cut to Spider-Man talking with Edwards.)

Edwards: Got your money in my safe kid. All you gotta do is sign an exclusive management contract with Sullivan Edwards. IE, me.  
Spider-Man: Whoa, whoa. I'm not signing anything.  
Edwards: Hey no signature, no cash. I told you there were carry-ons.  
Spider-Man: But that's not fair!  
Edwards: Fair's not my problem.

(Spider-Man walks to the elevator and pushes the down button as he hears a scuffle.)

Edwards: Hey, that's my money!

(Walter comes out with a bag of money.)

Edwards: Kid, Spider-Man, stop him!

(Spider-Man steps aside and lets Walter onto the elevator. He pushes the down button and smiles at Spider-Man.)

Walter: Thanks.

(Edwards stares angrily at Spider-Man.)

Spider-Man: Not my problem.

(Cut to the streets as Walter accidentally shoots Uncle Ben. Cut to Peter at the house.)

Peter (thinking): That was a bust. No money. Not even a ride home. Uncle Ben said he'd wait for me at the library. I guess all those cops over there wouldn't let him park.

(Peter goes home and finds Aunt May crying in a chair.)

Peter: Aunt May? What's wrong?  
Aunt May: Oh Peter... It's Ben... The police called. He's been...  
Peter: No. Not Uncle Ben... Who did this?!  
Aunt May: The police say the man who killed him's been chased to a warehouse.

(Peter rushes up to his room.)

Peter: Whoever he is, I want him first, and nothing's going to stop Spider-Man!

(Spider-Man swings out and finds Uncle Ben's car with as it hits a building.)

Spider-Man: You stole the life of a good man. A man with a loving family, and you did it all for his lousy car!

(Walter shoots at Spider-Man, but he dodges, and he gets in Walter's way as he runs.)

Spider-Man: Don't bother running. There's no place you can hide.

(Spider-Man webs up Walter's hand and tosses him into a wall. He then grabs him and pushes him into the window, so it breaks, and he gets a good look at Walter's face.)

Spider-Man: That face...

(Cut to when Spider-Man let Walter go.)

Spider-Man (echoing): Not my problem.

(Cut to the present as Spider-Man's swinging around when he clings to a wall and slides a little.)

Spider-Man: Whoa! That was weird.

(Cut to the party as Peter and Mary Jane are there.)

Jameson: Parker, get a picture of me and John's commanding officer!  
Peter: Sure.

(Peter takes a picture of the two.)

Mary Jane: Hey Tiger, let's try to get a dance in before Jameson decides he wants a picture with the president.  
Peter: Right.

(The two dance around for a little while until the song stops with Peter using his spider powers to help keep him steady and limber.)

Mary Jane: Wow.  
Peter: Thanks.

(Peter notices Harry.)

Peter: Hey, it's Harry.  
Mary Jane: Go talk to him.

(Peter walks up to Harry.)

Peter: Hey buddy. Where's Gwen?  
Harry: Broke up with her.  
Peter: Really? Why?  
Harry: Why?! Before my dad died, I heard you and Gwen! You two admitted to liking each other! Not only that, but even after you and MJ became a couple, Ben started moving in, and I saw them hug at the hospital! Not to mention your friend, the Bug Eater!  
Peter: Harry, not tonight.  
Harry: Every night! Until I find that self-righteous murderer, it's twenty-four/seven!  
Peter: Harry, Spider-Man doesn't have anything to do with this.  
Harry: How about the fact that Gwen kept sticking up for him after we'd hear about something. Forget it, man and forget you! I'm sick of your loyalty to Spider-Man and not your best friend! I saw him stick that pumpkin bomb in Dad's glider during their fight! You tried to steal Gwen from me; then you helped Ben steal Gwen for me. You stole my dad's love and let him die because you didn't turn in the web-headed freak?!

(Harry punches Peter down.)

Mary Jane: Peter!

(Mary Jane goes to Peter.)

Mary Jane: Are you alright?  
Peter: I'm fine.  
Harry: I'm done with this! I'm done with all of you!

(Harry walks off. Cut to the house as Gwen shows up.)

Ben: Gwen, what's up?  
Gwen: Harry just broke things off with me.  
Ben: Oh man, I'm sorry. Why?  
Gwen: He heard me and Peter talking. Then after that, he saw us hugging at the hospital after you got the Alien Life-Form off of you, but I don't care. Ben. You know who I thought of most during your fight with Eddie last week? It was you, Ben.  
Ben: I can't. I can't let you in. Scarlet Spider and Spider-Man will always have enemies. If they found out about you, if you got hurt, I could never forgive myself.  
Gwen: Peter trusts that MJ can do that.  
Ben: She hasn't nearly been killed by almost everyone of the guys Peter and I have fought.

(Cut to the party as Peter and Mary Jane are having fun again when John comes down. Peter takes a few pictures each.)

John: Hey Peter. Who's this lovely lady?  
Peter: My girlfriend Mary Jane Watson.  
Mary Jane: Wow. You went to the moon.  
John: Nice to meet you, dear. Great to be back to being myself again.

(Just then there's an explosion as green smoke appears in that direction.)

Peter: No way.

(Just then, a yellowish-green version of the Goblin rides in. He's wearing a yellow outfit with blue pants legs and blue sleeves. He has orange gloves and a matching cloak. He has burning red eyes.)

Peter: MJ, do me a favor. Get out of here, fast.

(Peter rushes to the men's room.)

Mary Jane: Please be careful, Tiger.

(Cut to Hobgoblin laughing as Spider-Man appears.)

Spider-Man: Howdy, and who would you be?  
Hobgoblin: You can call me, the Hobgoblin!

(Spider-Man dodges the bomb.)

Spider-Man (thinking): He sounds just like Osborn, but I saw him blow up. Harry said he broke up with Gwen. Could it be...?  
Hobgoblin: Now just stay still little Spider! Once you're out of the way, I can start my fun, here!

(Spider-Man dodges a pumpkin bomb that singes the ropes as a chandelier falls where Mary Jane is as Spider-Man webs her away.)

Spider-Man: Are you alright?  
Mary Jane: I'm fine.  
John: I'll get everyone out, Spider-Man.  
Spider-Man: Thanks, Colonel Jameson. I'd appreciate it.  
John: Also, I'd like to apologize for the whole Colonel Jupiter fiasco.  
Spider-Man: No problem.

(Spider-Man webs up to a corner and dials his cell.)

Spider-Man: Aunt May, I'm going to be a little late. A new goblin showed up, and he's totaling everything he sees.  
Aunt May: Be careful, dear.  
Spider-Man: I will.

(Cut to the house.)

Ben: I'm helping Pete. This guy sounds tough.  
Aunt May: But Ben...  
Ben: Don't worry Aunt May. I'll be fine.

(Cut to the fight as Spider-Man is knocked down when Scarlet Spider arrives and grabs him.)

Spider-Man: Thanks pal.  
Scarlet Spider: Anytime, buddy.

(The Spider-Men get on opposite walls.)

Hobgoblin: Oh... Shoot.

(The two double kick Hobgoblin in the head.)

Spider-Man: Shut down by your friendly neighborhood Spider-Men.  
Hobgoblin: You two are good. You're very good. But I'm great!

(Hobgoblin tosses two Razor Bats at them that cut through their webs, and they begin to fall before Spider-Man webs to a wall holding Ben's hand.)

Spider-Man: You okay, buddy?  
Scarlet Spider: I'm okay. Hey, where's Hobby?

(Spider-Man looks around, but the Hobgoblin's nowhere to be seen.)

Spider-Man: Oh this will be great for our rep.

(Cut to outside as Peter shows up.)

Mary Jane: Peter! You're okay!  
Peter: I know. Are you okay?  
Mary Jane: I'm fine. Don't worry.

(Jameson walks up to Peter.)

Jameson: Parker, got any pictures of the fight with Spider-Man and Hobgoblin fighting while my son got everyone to safety?  
Peter: I might have. Everything was kind of a blur.

(Peter checked.)

Peter: Let's see... You and the mayor and his wife.  
Jameson: That was his wife? Thought that was his daughter.  
Peter: You and the head of NASA. A shot of Mary Jane talking to Betty just for fun. The floor. Colonel Jameson coming down. Hobgoblin and Spider-Man going at it. Spider-Man talking with John. Hey, there is a shot of John and MJ leading everyone out and one of Spider-Man and Scarlet Spider fighting Hobby.  
Jameson: Good. I'll take the last two for page 1. The first two and the one with John for myself, and the others, I don't give a darn. I've already got the perfect idea for the headline. Old enemies reconcile differences!  
John: Oh boy.  
Peter: I'll e-mail them to you once I get home.

(Cut to the house as Peter comes home as Aunt May hugs him.)

Aunt May: Oh Peter! I was so worried!  
Peter: Don't worry Aunt May. I'm fine.  
Aunt May: Alright. Sorry this had to happen right after your birthday.  
Peter: I'll be fine.

(Cut to upstairs as Peter lies on his bed.)

Peter: I wonder who the Hobgoblin is. I won't make the same mistakes I made with figuring out who the Green Goblin was. I'm not jumping to conclusions about who he is. I'll just relax for the night.

(Peter goes to sleep.)

To Be Continued...


End file.
